QCA PRINCIPLE 7 - Board Performance
Effectiveness
The Nominations Committee understands that the effectiveness of Eden’s Board depends on the appointment of directors who are able to make a positive contribution and therefore it strives to secure the right skillsets and breadth of perspectives within the Boardroom to ensure that good decisions are made and opportunities are maximised for the Company’s success.
The Nominations Committee ensures that Eden attracts non-executive directors that possess a range of critical skills of value to the Board and relevant to the challenges and opportunities facing Eden. These values and attributes include:-
- Critical assessment and judgment
- Courage
- Openness
- Honesty
- Tact
- Ability to listen
- Ability to forge relationships
- Ability to develop trust
- Strength of character
Diversity in the Boardroom is an important aspect of the Nomination Committee’s discussions. Developing a more diverse executive pipeline together with Improving diversity at each level of the Company is important to Eden, particularly as the company grows.
When recruiting members to the Board, the nominations committee considers the skillset that is required for the Board and its committees, it continually reviews the make-up of the Board as a result of emerging trends and it takes into account the technical skills and knowledge required by the committees.
The Nominations Committee ensures that Board appointments are made on merit against objective criteria by evaluating the skills, experience and knowledge on the Board, and the future challenges affecting the business. A description of the role and capabilities required for a particular appointment is then drawn up. Values and expected behavior play a large part in the recruitment process.
When evaluating roles and succession planning Eden considers the existing skillset against those required to execute strategy and meet future challenges.
The Nominations Committee ensures that Directors undertake that they will have sufficient time to meet what is expected of them particularly regarding other appointments outside of the Company.
The Nominations Committee succession plans cover:-
contingency planning – for sudden and unforeseen departures;
medium-term planning – the orderly replacement of current Board members and senior executives (e.g. retirement); and
long-term planning – the relationship between the delivery of the company strategy and objectives to the skills needed on the Board now and in the future.
Board performance evaluation
This year, Eden intends to adopt a formal process of Board evaluation which will include sending to each director a standardised questionnaire.
This questionnaire will cover aspects of Board performance and help the Nominations Committee and the Board to understand and evaluate the effectiveness of the Board.
In addition, the Board will consider the feasibility of using external advisors to assist with evaluating Board effectiveness. Given the size of the Company, this will clearly depend on its viability.
In any event, the Board will look to adopt an evaluation cycle which will provide a framework for the on-going evaluation process.
Succession Planning
The role of the Nominations Committee is fundamental to succession planning at Eden and is responsible for Board recruitment.
This Committee conducts a continuous and proactive process of planning and assessment, taking into account Eden’s strategic priorities and the main trends and factors affecting the long-term success and future viability of the company.
The Chair’s vision for achieving the optimal Board composition helps the Nominations Committee review the skills required, identify the gaps, develop transparent appointment criteria and inform succession planning.
The Nominations Committee assesses periodically whether the desired outcome has been achieved, and proposes changes to the process, as necessary.